2021 (1) TMI 1232 - Tri - Insolvency and Bankruptcy

Dissolution of the corporate person - Section 59(7) of the Insolvency and Bankruptcy Code, 2016 r/w Regulation 38 (3) of IBBI (Voluntary Liquidation Process) Regulations, 2017 - HELD THAT - All necessary compliances are met by the Company under Liquidation and the Liquidator. Therefore, this Authority in exercise of the powers conferred under Sub-section (8) of Section 59 of I B Code, 2016, do hereby orders the dissolution of the Corporate Person viz., Tennant Cleaning Systems India Private Limited, from the date of this Order. The Corporate Person stands dissolved, and the Liquidator stands relieved, who is directed to preserve a physical or an electronic copy of the reports, registers, and books of account, referred to in Regulations 8 and 10 of IBBI (Voluntary Liquidation Process), Regulations, 2017, for at least eight (8) year after the dissolution of the Corporate Person, either with himself or with an information utility. Application allowed.

Summary

Issues involved: Application for voluntary liquidation under Section 59(7) of the Insolvency and Bankruptcy Code, 2016.

Detailed Analysis:

1. Background and Application Filing (Para 1-4):
The application under consideration was filed by the Corporate Person, a private limited company, through the Liquidator under Section 59(7) of the Insolvency and Bankruptcy Code, 2016. The company, incorporated in 2008, had a specific share capital structure. The company was not operational, had minimal assets, and the Board of Directors had prepared a Declaration of Solvency before initiating voluntary liquidation.

2. Liquidation Process and Compliance (Para 5-12):
The liquidation process involved the appointment of a Liquidator, public announcements, filing of necessary documents with regulatory authorities, and settling liabilities with creditors and shareholders. The Liquidator ensured compliance with various regulations, including the submission of preliminary and final reports, opening and closing of a dedicated bank account, and communication with tax authorities regarding liabilities and assessments.

3. Compliance Verification and Dissolution Order (Para 13-14):
The Authority directed the Liquidator to issue notices and verify compliance, confirming that all necessary documents were filed, and no legal actions were pending against the company under liquidation. Consequently, the Authority, exercising powers under the Insolvency and Bankruptcy Code, 2016, ordered the dissolution of the Corporate Person, relieving the Liquidator of duties while mandating the preservation of relevant records for a specified period post-dissolution.

4. Order Disposal and Communication (Para 15-16):
The Order for dissolution was communicated through video conferencing, and instructions were given to forward a copy to the Registrar of Companies for record purposes. The application for voluntary liquidation was thus disposed of, marking the formal conclusion of the process in compliance with the relevant legal provisions.

This detailed analysis of the judgment highlights the key aspects of the voluntary liquidation process, compliance requirements, and the eventual dissolution of the Corporate Person in accordance with the Insolvency and Bankruptcy regulations.